1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 26, 1998 REAL ESTATE ASSOCIATES LIMITED VII -------------------------------------------------- (Exact name of Registrant as specified in charter) California 0-13810 95-3290316 - --------------- ------------ -------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 9090 Wilshire Boulevard Suite 201 Beverly Hills, California 90211 -------------------------------------- Address of Principal Executive Offices Registrant's telephone number, including area code: 310/278-2191 ------------ Page 1 of 3 2 ITEM 5. OTHER EVENTS. The Registrant recently became aware through several of its limited partners that an entity identified as Bond Purchase, L.L.C. was apparently conducting a tender offer for units in the Registrant pursuant to an "Offer to Purchase Limited Partnership Interests For $43.00" dated June 26, 1998. Registrant has no further information about this "Offer to Purchase" or Bond Purchase, L.L.C. By letter dated July 15, 1998, the Registrant's general partners, on behalf of the Registrant, advised the limited partners to consult with their tax advisors about the tax consequences that could result from a sale of their units. Copies of the "Offer to Purchase" and the Registrant's letter are attached hereto as exhibits. EXHIBITS The following exhibits are attached to this Current Report and thereby made a part thereof: 1. Copy of the "Offer to Purchase" documents dated June 26, 1998 as received from Registrant's limited partners. 2. Copy of Registrant's letter to its limited partners dated July 15, 1998. Page 2 of 3 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. DATED: August 9, 1998 REAL ESTATE ASSOCIATES LIMITED VII, a California limited partnership By: National Partnership Investment Corp., a California corporation, its General Partner By: _______________________________ Its: _________________________ Page 3 of 3